BOEING CO — Director's Dealing 2008

Feb 7, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BOEING CO (BA)
CIK: 0000012927
Period of Report: 2007-12-31

Reporting Person: MCDONNELL JOHN F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-08	Common	G	9730	—	Disposed	147716.00	Direct
2007-05-08	Common	G	11175	—	Disposed	136541.00	Direct
2007-11-06	Common	G	122863	—	Disposed	13678.00	Direct
2007-11-06	Common	G	1935	—	Disposed	11743.00	Direct
2007-11-07	Common	G	425	—	Disposed	11318.00	Direct
2007-11-08	Common	G	62	—	Disposed	11256.00	Direct
2007-11-08	Common	G	8277	—	Disposed	2979.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common	0.00	Indirect
Common	171485.00	Indirect
Common	21700.00	Indirect
Common	230806.00	Indirect
Common	203470.00	Indirect
Common	497190.00	Indirect
Common	640000.00	Indirect
Common	540000.00	Indirect

Footnotes

F1: Since the reporting person's last report, 540,000 shares previously directly owned have been contributed to a grantor retained annuity trust (Family Trust 34) of which the reporting person is sole trustee and income beneficiary.

F2: Since the reporting person's last report, 252,810 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 32) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person.

F3: Since the reporting person's last report, 268,230 shares previously owned indirectly through a grantor retained annuity trust (Family Trust 31) of which the reporting person is sole trustee and income beneficiary have been distributed back to the reporting person.